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    Confidential Treatment
        of Portions of this Letter Has Been Requested by ExlService Holdings, Inc. Pursuant to 17 C.F.R. § 200.83. Brackets
        and asterisks denote such portions.

[Letterhead of ExlService Holdings, Inc.]

February 9, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, N.E.

Washington, DC 20549-3561

Attention: William H. Thompson

    Re:

        ExlService Holdings, Inc.

        Form 10-K for the Year Ended December 31, 2015

        Filed February 26, 2016

        File No. 1-33089

Dear Mr. Thompson:

We are writing in response
to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
contained in the Commission’s letter addressed to Mr. Vishal Chhibbar, Chief Financial Officer of ExlService Holdings,
Inc. (“we” or the “Company”), dated January 19, 2017 (the “Comment Letter”) regarding
the above-referenced filing.

We have reproduced
your comments (in italicized font) for ease of reference. The Company’s response to the Comment Letter is as follows:

Consolidated Financial Statements

Notes to Consolidated Financial Statements

3. Segment Information, page F-18

1. Please tell us your primary goals
and strategies for each of your operating segments, and how they are similar to or dissimilar from your other operating segments.

Response to Comment:

 (I) Operations Management Goals and Strategies

Our goals and strategies
for our operations management reportable segment (“Operations Management”) are organized around seven operating segments
that provide services related to business process management (“BPM”). Five of those are focused on specific industries
and two, Finance & Accounting (“F&A”) and Consulting, are focused on specific capabilities. However, the seven
operating segments share the same overarching goals and strategies.

(A) Similarities
across Operations Management. Below we describe our primary goals and strategies for our operating segments within Operations
Management, in no particular order:

 1. Increase market share, including by:

 a. Expanding “wallet share” at our existing clients; and

Mr. William H. Thompson

February 9, 2017

Page 2 of 19

 a. Growing revenue by building our sales pipeline and winning large BPM deals.

 2. Deliver services successfully and drive transformation for clients, including by:

 a. Providing flawless service delivery such as by leveraging our proprietary Business EXLerator Framework®
to drive higher value and strengthen operational rigor;

 b. Leverage robotics process automation to drive process transformation;

 c. Expanding margins by increasing operational efficiencies through automation and robotics; and

 d. Upgrading digital capabilities and providing more “as-a-service” products (meaning
making products and services available remotely or over the Internet).

 3. Expand our market and services, including by:

 a. Enhancing our market share in certain geographies (e.g., U.K./Europe and Australia); and

 b. Expanding service offerings and scale through merger and acquisition activity.

 4. Expand our delivery across multiple geography delivery centers.

 5. Win mindshare, including by enhancing our market positioning through analyst rankings as a BPM
service provider and improving our brand recognition as a BPM organization through thought leadership.

(B) Differences
within Operations Management. As shown above, our major goals and strategies are shared across operating segments within Operations
Management. However, there are some natural variances based on a particular industry, service offerings or client base. The following
are examples of some goals and strategies that are specific to an operating segment, in no particular order:

    Rule 83 confidential treatment for portions in asterisks made by ExlService Holdings, Inc.; Request No. 1

    1.
    Building or acquiring proprietary technology platforms (i.e., products that we license separately) particular to each operating segment based on our products and services provided to clients in that segment.

    2.
    *[

    3.

    ]*

Our Consulting goals
include building several new centers of excellence with expertise in finance transformation, operations consulting, domain-based
(meaning industry or area of expertise) consulting, superior client experience, enterprise and solution architecture, robotics,
program management, change management, and strategy assessments. The centers of excellence and the resulting services are industry
agnostic. These differences in goals versus other Operations Management operating segments relate to the nature of Consulting versus
the services provided by those other operating segments.

Consulting is not a BPM offering, but relates to BPM services. Consulting serves as a mechanism to
identify BPM opportunities, including for the other operating segments within Operations Management. Consulting also differs
from the other BPM segments in its service delivery and economics (as discussed further below). Thus, when we previously
realigned our operating segments we determined that Consulting does not meet the aggregation criteria identified in ASC 280.
However, we do not believe that separate presentation of Consulting would enhance the financial statement reader’s
understanding of the business, and accordingly we have included Consulting in Operations Management based on its relatively
small size and close association with the BPM offerings, industry verticals and clients in Operations Management. In
addition, Consulting would not meet the quantitative thresholds in ASC 280 for separate reporting. We acknowledge that ASC
280 only permits the aggregation of a segment that

    ExlService Holdings,
        Inc. requests that the information contained in Request No. 1 be treated as confidential information and that the Commission
        provide timely notice to the individual noted on the Company’s accompanying Rule 83 cover letter prior to disclosure
        of any such information.

Mr. William H. Thompson

February 9, 2017

Page 3 of 19

does not meet the quantitative thresholds with other segments that do not meet the quantitative thresholds
when all of the aggregation criteria are not met.

 (II) Analytics Goals and Strategies

Because the nature
of our services in our analytics operating and reportable segment (“Analytics”) is different from our solutions in
our operating segments within Operations Management, many of the goals and strategies differ from Operations Management. Our primary
goals and strategies within Analytics are as follows, in no particular order:

 1. Expanding margins by increasing our mix of offshore delivery personnel, creating “stickiness”
through new products and adapting and rolling out new pricing models.

 2. Building a larger portfolio of analytics products.

 3. Industrializing analytics service delivery by centralizing delivery and quality management, creating
“EXL standards” for specific client processes and improving product and service integration.

 4. Expanding service offerings and scale through merger and acquisition activity.

 5. Increasing our brand presence of our analytics offerings.

2. You state on page 8 of your response
that you market your ability to provide BPM or operations management in a consistent manner to similar buyers regardless of the
industry or the geography of a particular client. You also state that each of your five industry verticals provide services related
to business processes specific to that industry. Please tell us how your marketing approach is similar or dissimilar across the
customers of your operating segments, including but not limited to the themes, concepts, and areas of emphasis in your messaging.

Response to Comment:

Similarities

Marketing Message.
The basic marketing message for our operating segments within Operations Management is the same: we provide BPM services. We
position our Operations Management solutions as being able to deliver the following key business outcomes for clients, regardless
of industry: (a) helping clients build a nimble and agile business model; (b) redesigning client operations using a global delivery
model; (c) bringing automation and transformation to client businesses; and (d) becoming ultra-customer centric to provide better
service for their customers. Our core process execution is industry agnostic but our industry expertise helps drive better and
higher transformation and value.

Marketing Operations.
We have a Company-wide marketing team that provides support to all of our operating segments. This team helps prepare and maintain
information regarding our Company and service offerings as a whole, as well as our market position and recognitions.

Sales Cycle. The
sales process is consistent across the operating segments in Operations Management, other than Consulting (see our discussion above
on Consulting), ranging from 12 months to 18 months (Consulting is 1 to 3 months and Analytics is 3 months to 6 months).

Client Advisory
Council. We have assembled a council of some key clients across industries and Operations Management operating segments to
discuss themes common to all of our BPM solutions. We then use the insights from that council to improve our marketing efforts
and client service and offerings within Operations Management.

Mr. William H. Thompson

February 9, 2017

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Target Buyers. The
key client decision makers to which we market our Operations Management solutions are similar across operating segments within
Operations Management, and typically focus on Chief Operating Officers or Chief Financial Officers.

Industry Focus.
The Company’s website and go-to-market approach provides information regarding a few specific industry verticals. Our
ability to operate in these disparate industries and serve clients is due to the common transactional and back-office similarities
within our Operations Management operating segments. In fact, our marketing efforts emphasize these commonalities as an example
of how we drive efficiencies and cost savings for clients.

Key Operations Management
Capabilities. When we go to market for our BPM solutions, we primarily refer to the following key capabilities, all of which
are leveraged across the Operations Management operating segments and managed centrally within the Company:

 1. Our Proprietary Business EXLerator Framework®. Our proprietary Business EXLerator Framework®
allows us to integrate and embed multiple tools and techniques, such as analytics, robotics process automation, bolt-on technology
automation solutions and technology wrappers to create comprehensive BPM solutions, and to produce more value compared to discrete
BPM solutions, regardless of the industry in which our clients operate. We have a central Business EXLerator team that manages
this capability across all of our operating segments within Operations Management.

 2. Migrations. Our migrations process is managed centrally and uses a common migrations methodology
across all operating segments within Operations Management.

 3. Advanced Automation and Robotics. While the Business EXLerator Framework® helps us redesign
our clients’ operating model, we use automation and robotics to further improve a process and provide a digital experience
for our clients. We have created a dedicated central team under our chief information officer that focuses on delivering advanced
automation and robotics solutions to our clients. This team works closely with our Operations Management personnel to take this
capability to market.

 4. Product and Technology Delivery and Partnerships. These partnerships are managed centrally
by the chief technology officer’s team. Our resources across operating segments use the same technology or have the same
technology available to them. We view technology as an enabler for all of our operating segments.

 5. Recruitment. We have a centralized recruitment model, managed by our human resources team
that attracts talents across all business needs and services. We use this as a key part of our marketing strategy, emphasizing
the scalability and efficiencies that our model creates for solutions in our operating segments within Operations Management.

 6. Infrastructure (Technology and Facilities). We have a centralized team that manages the
underlying technology and physical infrastructure required to deliver BPM services.

Differences

Although our marketing
efforts focus on our common approach, platforms and processes across our Operations Management operating segments, we also highlight
to clients that we have solutions that fit their specific company and industry. We reference our domain-specific training academies
for our

Mr. William H. Thompson

February 9, 2017

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employees as well as our accomplishments or credentials specific to an industry (e.g., our certifications). We also market
technology platforms that help solve a specific issue or provide specific functionality to a client. For example, our services
to clients in Insurance might include technology to help administer subrogation claims (Subrosource®) or life insurance policy
administration (LifePRO®) or our services to clients in Healthcare might include technology for a collaborative care management
platform (CareRadius®). These specific technology platforms represent a small portion of the revenues and margins attributable
to those operating segments and are typically a smaller subset of a larger BPM relationship. Although our marketing refers to specific
products or services, the essential nature of the service is, and is marketed as, a BPM service.

To facilitate a client-centric
sales process, sales personnel are assigned to a particular operating segment, so they can focus on specific clients or a broader
set of clients within that industry. However, it is not uncommon for sales personnel to be reassigned from one operating segment
to another or be able to cross-sell other Operations Management services outside of the operating segment that they service. For
example, for one of our large insurance clients, the relationship started with an F&A project, however, the same sales person
from the F&A segment is now focused on selling insurance industry-related BPM services to that client.

3. You state on page 7 of your response
that all of your operating segments leverage the same infrastructure, and on page 8 of your response state that the nature of the
production process is similar in terms of service delivery methods, resources and use of technology or infrastructure. We have
the following comments:

 · Please tell us more about the methods used to deliver the products and services (e.g., the extent
of automated processes versus use of specialized personnel, the degree of customization of technology) and how they are similar
or dissimilar across operating segments, including whether the same or similar personnel and technology in one operating segment
could be used to deliver the products and services in another operating segment. For example, whether personnel and infrastructure
in the healthcare operating segment can be easily transferred to deliver services in the utilities or insurance operating segments.
In this regard, you disclose on page 4 of your Form 10-K for the fiscal year ended December 31, 2015 that to support your healthcare
client’s business objectives, you have over 1,500 clinical and non-clinical professionals globally, which appears to be specific
to that industry vertical;

Response to Comment:

Our Operations Management
solutions, other than Consulting (see discussion above), typically involve the transfer to the Company of select business operations
of a client, after which the Company administers and manages those operations for its client on an ongoing basis. Below we highlight
some of the signi